1
.
PLAINTIFFS MOTION FOR (1) ORDER POSTPONING THE 9/9/99 DEADLINE FOR TENDERING STOCK TO THE COMPANY & (2) ORDER MAINTAINING THE STATUS QUO
|
EXTRACTED KEY WORDS
CORPORATE PURCHASE AGREEMENT
PLAINTIFFS
COURT
JAMES
JOINT MANAGEMENT
STOCK
PARTIES
DIRECTORS
QUO
DEFENDANTS
PENDING
DEL
DEATH
SHARES
TRUSTEES
DEADLINE
TENDERING
ELIASON TRUST
BROSIUS-ELIASON
DELAWARE
ENGLEHART
FAMILY GROUP
VOTING AGREEMENT
ULTIMATE
LITIGATION
RESOLUTION
POSTPONEMENT
ORDER POSTPONING
ORDER MAINTAINING
|
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LOUISE R. ELIASON, JAMES T. ELIASON, )
III, BARBARA R. ELIASON, KATHLEEN A. )
GALLO, XAVIER TEIXIDO, and LOUISE R. )
ELIASON IN HER CAPACITY AS ONE OF )
THE TRUSTEES OF THE JAMES T. ELIASON, )
III TRUST, >>
Plaintiffs, >>
V. > Civil Action No. 16242-NC
>
WILLIAM P. ENGLEHART, JR., WARREN >
A. BEH, JR., JAMES E. ENGLEHART, >
FRANK L. HEWLETT, JR., CHARLES G. 1
SHOEMAKER, JOSEPH H. SHOEMAKER, >
SARAH E. ENGLEHART, and 1
BROSIUS-ELIASON CO., a Delaware >
corporation, >>
Defendants. >
PLAINTIFFS' MOTION FOR (1) AN ORDER POSTPONING THE
SEPTEMBER 9,1999 DEADLINE FOR TENDERING STOCK TO THE
COMPANY UNDER THE CORPORATE PURCHASE AGREEMENT
AND (2) AN ORDER MAINTAINING THE STATUS QUO BY
REQUIRING JOINT MANAGEMENT OF THE COMPANY
1. This is an action brought under section 225 of the Delaware General
Corporation Law, 8 Del. C. 8 225, in order to determine which persons are the properly elected
directors of Brosius-Eliason Co., a Delaware corporation (the "Company").
2. The plaintiffs hereby move for two orders whose aggregate effect will be
to preserve the status quo, and thereby protect all parties' rights, pending the ultimate
determination of this action.
3. As a result of the death of plaintiff James T. Eliason on July 12, 11999,
certain provisions of a Corporate Purchase Agreement permit (but do not require) the trust which
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
THE TRUSTEES OF THE JAMES T. ELIASON,)
PLAINTIFFS' MOTION FOR AN ORDER POSTPONING THE SEPTEMBER 9,1999 DEADLINE FOR TENDERING STOCK
AND AN ORDER MAINTAINING THE STATUS QUO BY
This is an action brought under section 225 of the Delaware General
Corporation Law, 8 Del.
directors of Brosius-Eliason Co.,
As a result of the death of plaintiff James T. Eliason on July 12, 11999,
now owns the shares of Company stock previously owned by Mr. Eliason to tender such shares to
Agreement until 45 days after the final resolution of this litigation.
of Voting Agreement below), which in turn would materially affect their view of the value of
Shortly after the commencement of this action, plaintiffs and defendants
Sarah E. Englehart), first to confer with each other, and which further provided that
necessary for the Court to intervene to establish a form of management of the Company pending
the ultimate resolution of this action.
Following the defendants' violation of the parties' agreement relating to
provide for joint management of the Company pending the outcome of this action.
POSTPONEMENT OF THE DEADLINE FOR TENDERING SHARES
deceased stockholder and "any member of the deceased Shareholder's Family Group,
Trust ("Eliason Trust") and transferred his 3,928 shares of Brosius-Eliason stock to the
Company Under the Corporate Purchase Agreement and an Order Maintaining the Status Quo
|
